Form 8-K

8-K — CALIFORNIA WATER SERVICE GROUP

Accession: 0001104659-26-116113

Filed: 2026-10-15

Period: 2026-10-14

CIK: 0001035201

SIC: 4941 (WATER SUPPLY)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2627619d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2627619d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2627619d1_ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2627619d1_8k.htm · Sequence: 1

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0001035201

2026-10-14

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13

or 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event

reported): October 14, 2026

CALIFORNIA WATER SERVICE GROUP

(Exact name of Registrant as Specified in its

Charter)

Delaware

(State or other jurisdiction

of incorporation)

1-13883

(Commission file number)

77-0448994

(I.R.S. Employer

Identification Number)

1720 North First Street

San Jose, California

(Address of principal executive offices)

95112

(Zip Code)

(408) 367-8200

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed

since last report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

CWT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging

growth company as defined by Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On October 14, 2026, California Water Service

Group (“Group”) entered into a Note Purchase Agreement, dated October 14, 2026 (the “Note Purchase Agreement”),

which provides for the issuance of (i) $75 million principal amount of its 6.08% Senior Unsecured Notes, Series C, due December 15,

2031 (the “Series C Notes”) and (ii) $50 million principal amount of its 6.41% Senior Unsecured Notes, Series D,

due December 15, 2036 (the “Series D Notes” and together with the Series C Notes, the “Notes”),

and California Water Service Company (“Cal Water”), a wholly owned subsidiary of Group, entered into a Bond Purchase Agreement,

dated October 14, 2026 (the “Bond Purchase Agreement”), which provides for the issuance of (i) $50 million principal

amount of its 6.49% First Mortgage Bonds due December 15, 2046, Series 4 (the “Series 4 Bonds”) and (ii) $100

million principal amount of its 6.54% First Mortgage Bonds due December 15, 2056, Series 5 (the “Series 5 Bonds”

and together with the Series 4 Bonds, the “Bonds”). The Notes and the Bonds are expected to be issued on or before December 31,

2026. The Bonds are expected to be issued pursuant to a Sixty-Sixth Supplemental Indenture.

Interest on the Notes will accrue semi-annually

and be payable in arrears on June 15 and December 15 of each year, commencing on June 15, 2027. The Notes will rank equally

with Group’s indebtedness under its Credit Agreement, dated as of March 31, 2023, with Bank of America, N.A. and the other

parties thereto.

Interest on the Bonds will accrue semi-annually

and be payable in arrears on June 15 and December 15 of each year, commencing on June 15, 2027. The Bonds will rank equally

with all of Cal Water’s other First Mortgage Bonds and will be secured by liens on its properties, subject to certain exceptions

and permitted liens.

Group plans to use the net proceeds from the sale

of the Notes to refinance existing indebtedness and for general corporate purposes. Cal Water plans to use the net proceeds from the sale

of the Bonds to refinance existing indebtedness and for general corporate purposes, as set forth in California Public Utilities Code Section 817.

The Notes and the Bonds are being offered only

to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as

amended (the “Securities Act”). The Notes and the Bonds have not been registered under the Securities Act and may not be offered

or sold in the United States absent registration or an applicable exemption from registration requirements. This report is neither an

offer to sell nor a solicitation of an offer to buy any of the Notes or the Bonds.

The foregoing descriptions of the Notes and the

Bonds are qualified in their entirety by reference to the full terms and conditions of the Note Purchase Agreement and the Bond Purchase

Agreement, respectively, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit

No.

Description

10.1

Note Purchase Agreement,

dated as of October 14, 2026, by and among California Water Service Group and the several Purchasers named therein.

10.2

Bond Purchase Agreement,

dated as of October 14, 2026, by and among California Water Service Company and the several Purchasers named therein.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CALIFORNIA WATER SERVICE GROUP

Date: October 15, 2026

By:

/s/ James P. Lynch

Name:

James P. Lynch

Title:

Senior Vice President, Chief Financial Officer and Treasurer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2627619d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

California

Water Service Group

$125,000,000

$75,000,000 6.08% Senior Notes, Series C,

due December 15, 2031

$50,000,000 6.41% Senior Notes, Series D,

due December 15, 2036

Note Purchase

Agreement

Dated October 14, 2026

Table

of Contents

Section

Heading

Page

Section 1.

Authorization of Notes

Section 2.

Sale and Purchase of Notes

Section 3.

Closing

Section 4.

Conditions to Closing

Section 4.1.

Representations and Warranties

Section 4.2.

Performance; No Default

Section 4.3.

Compliance Certificates

Section 4.4.

Opinions of Counsel

Section 4.5.

Purchase Permitted By Applicable Law, Etc.

Section 4.6.

Sale of Other Notes

Section 4.7.

Payment of Special Counsel Fees

Section 4.8.

Private Placement Number

Section 4.9.

Changes in Corporate Structure

Section 4.10.

Funding Instructions

Section 4.11.

Proceedings and Documents

Section 4.12.

Notice of Closing Date

Section 5.

Representations and Warranties of the Company

Section 5.1.

Organization; Power and Authority

Section 5.2.

Authorization, Etc.

Section 5.3.

Disclosure

Section 5.4.

Organization and Ownership of Shares of Subsidiaries; Affiliates

Section 5.5.

Financial Statements; Material Liabilities

Section 5.6.

Compliance with Laws, Other Instruments, Etc.

Section 5.7.

Governmental Authorizations, Etc.

Section 5.8.

Litigation; Observance of Statutes and Orders

Section 5.9.

Taxes

Section 5.10.

Title to Property; Leases

Section 5.11.

Licenses, Permits, Etc.

Section 5.12.

Compliance with Employee Benefit Plans

Section 5.13.

Private Offering by the Company

Section 5.14.

Use of Proceeds; Margin Regulations

Section 5.15.

Existing Indebtedness

Section 5.16.

Foreign Assets Control Regulations, Etc.

Section 5.17.

Status under Certain Statutes

Section 5.18.

Environmental Matters

Section 6.

Representations of the Purchasers

-i-

Section 6.1.

Purchase for Investment

Section 6.2.

Source of Funds

Section 7.

Information as to Company

Section 7.1.

Financial and Business Information

Section 7.2.

Officer’s Certificate

Section 7.3.

Visitation

Section 7.4.

Electronic Delivery

Section 8.

Payment and Prepayment of the Notes

Section 8.1.

Maturity

Section 8.2.

Optional Prepayments with Make-Whole Amount

Section 8.3.

Allocation of Partial Prepayments

Section 8.4.

Maturity; Surrender, Etc.

Section 8.5.

Purchase of Notes

Section 8.6.

Make-Whole Amount

Section 8.7.

Payments Due on Non-Business Days

Section 8.8.

Change of Control

Section 9.

Affirmative Covenants

Section 9.1.

Compliance with Laws

Section 9.2.

Insurance

Section 9.3.

Maintenance of Properties

Section 9.4.

Payment of Taxes

Section 9.5.

Corporate Existence, Etc.

Section 9.6.

Books and Records

Section 9.7.

Subsidiary Guarantors

Section 10.

Negative Covenants

Section 10.1.

Transactions with Affiliates

Section 10.2.

Merger, Consolidation, Etc.

Section 10.3.

Line of Business

Section 10.4.

Economic Sanctions, Etc.

Section 10.5.

Liens

Section 10.6.

Investments

Section 10.7.

Indebtedness

Section 10.8.

Disposition

Section 10.9.

Restricted Payments

Section 10.10.

Financial Covenants

Section 11.

Events of Default

Section 12.

Remedies on Default, Etc.

Section 12.1.

Acceleration

-ii-

Section 12.2.

Other Remedies

Section 12.3.

Rescission

Section 12.4.

No Waivers or Election of Remedies, Expenses, Etc.

Section 13.

Registration; Exchange; Substitution of Notes

Section 13.1.

Registration of Notes

Section 13.2.

Transfer and Exchange of Notes

Section 13.3.

Replacement of Notes

Section 14.

Payments on Notes

Section 14.1.

Place of Payment

Section 14.2.

Payment by Wire Transfer

Section 14.3.

FATCA Information

Section 15.

Expenses, Etc.

Section 15.1.

Transaction Expenses

Section 15.2.

Certain Taxes

Section 15.3.

Survival

Section 16.

Survival of Representations and Warranties; Entire Agreement

Section 17.

Amendment and Waiver

Section 17.1.

Requirements

Section 17.2.

Solicitation of Holders of Notes

Section 17.3.

Binding Effect, Etc.

Section 17.4.

Notes Held by Company, Etc.

Section 18.

Notices

Section 19.

Reproduction of Documents

Section 20.

Confidential Information

Section 21.

Substitution of Purchaser

Section 22.

Miscellaneous

Section 22.1.

Successors and Assigns

Section 22.2.

Accounting Terms

Section 22.3.

Severability

Section 22.4.

Construction, Etc.

Section 22.5.

Counterparts

Section 22.6.

Governing Law

Section 22.7.

Jurisdiction and Process; Waiver of Jury Trial

-iii-

Schedule A

—

Defined Terms

Schedule 1-A

—

Form of 6.08% Senior Note, Series C, due December 15, 2031

Schedule 1-B

—

Form of 6.41% Senior Note, Series D, due December 15, 2036

Schedule 4.4(a)

—

Form of Opinion of Counsel for the Company

Schedule 4.4(b)

—

Form of Opinion of Special Counsel for the Purchasers

Schedule 5.3

—

Disclosure Materials

Schedule 5.4

—

Subsidiaries of the Company and Ownership of Subsidiary Stock

Schedule 5.5

—

Financial Statements

Schedule 5.15

—

Existing Indebtedness

Schedule 10.6

—

Existing Investments

Schedule 10.8

—

Permitted Dispositions for Remediation Plans

Purchaser Schedule

—

Information Relating to Purchasers

-iv-

California

Water Service Group

1720

North First Street

San Jose,

California 95112

$75,000,000 6.08% Senior Notes, Series C,

due December 15, 2031

$50,000,000 6.41% Senior Notes, Series D,

due December 15, 2036

October 14, 2026

To Each

of the Purchasers Listed in

the

Purchaser Schedule Hereto:

Ladies and Gentlemen:

California Water Service Group,

a Delaware corporation (the “Company”), agrees with each of the Purchasers as follows:

Section 1.            Authorization

of Notes.

The Company will authorize

the issue and sale of (i) $75,000,000 aggregate principal amount of its 6.08% Senior Notes, Series C, due December 15,

2031 (the “Series C Notes”) and (ii) $50,000,000 aggregate principal amount of its 6.41% Senior Notes, Series D,

due December 15, 2036 (the “Series D Notes”; collectively with the Series C Notes the “Notes”).

The Notes shall be substantially in the form set out in Schedule 1-A and Schedule 1-B, as applicable. Certain capitalized and other

terms used in this Agreement are defined in Schedule A and, for purposes of this Agreement, the rules of construction set forth

in Section 22.4 shall govern. References to “Series” of Notes shall refer to the Series C Notes and the Series D

Notes or all, as the context may require.

Section 2.            SALE

and Purchase of Notes.

Subject to the terms and conditions

of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing

provided for in Section 3, Notes in the principal amount and of the same series specified opposite such Purchaser’s name in

the Purchaser Schedule at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are

several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any

obligation by any other Purchaser hereunder.

Section 3.            Closing.

This Agreement shall be executed

and delivered in advance of the closing at the offices of Gibson, Dunn & Crutcher LLP, One Embarcadero Center Suite 2600,

San Francisco, California on October 14, 2026 (the “Execution Date”). The sale and purchase of the Notes to be

purchased by each Purchaser shall occur at the offices of Gibson, Dunn & Crutcher LLP, One Embarcadero Center Suite 2600,

San Francisco, California at 10:00 a.m., Pacific time, at a closing, (the “Closing”) on such Business Day as the Company

shall specify by written notice (email being sufficient) to each Purchaser given not less than five (5) Business Days prior to the

date so specified; provided that such date shall not be later than December 31, 2026. At the Closing the Company will deliver to

each Purchaser the Notes for each series to be purchased by such Purchaser in the form of a single Note of such series (or such greater

number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such

Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately

available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company

per the instructions provided pursuant to Section 4.10. If at the Closing the Company shall fail to tender such Notes to any Purchaser

as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s

satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving

any rights such Purchaser may have by reason of such failure by the Company to tender such Notes or any of the conditions specified in

Section 4 not having been fulfilled to such Purchaser’s satisfaction.

Section 4.            Conditions

to Closing.

Each Purchaser’s obligation

to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s

satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1.          Representations

and Warranties. The representations and warranties of the Company in this Agreement shall be correct when made and at the Closing.

Section 4.2.          Performance;

No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required

to be performed or complied with by it prior to or at the Closing and from the date of this Agreement to the Closing. From the date of

this Agreement to the Closing, before and after giving effect to the issue and sale of the Notes (and the application of the proceeds

thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Section 4.3.          Compliance

Certificates.

(a)            Officer’s

Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying

that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

-2-

(b)            Secretary’s

Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date

of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization,

execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effect.

Section 4.4.          Opinions

of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the

Closing (a) from Gibson, Dunn & Crutcher LLP, counsel for the Company, covering the matters set forth in Schedule 4.4(a) and

covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and

the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (b) from Chapman and Cutler LLP, the Purchasers’

special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b), covering such other

matters incident to such transactions as such Purchaser may reasonably request.

Section 4.5.          Purchase

Permitted By Applicable Law, Etc. On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted

by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of

the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular

investment, (b) not violate any applicable law or regulation (including Regulation T, U or X of the Board of Governors of the Federal

Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation,

which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s

Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether

such purchase is so permitted.

Section 4.6.          Sale

of Other Notes. Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each other Purchaser shall

purchase the Notes of such series to be purchased by it at the Closing as specified in the Purchaser Schedule.

Section 4.7.          Payment

of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the Execution Date and the Closing

the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in

a statement of such counsel rendered to the Company at least one Business Day prior to the Execution Date and the Closing, as applicable.

Section 4.8.          Private

Placement Number. A Private Placement Number issued by PPN CUSIP Unit of CUSIP Global Services (in cooperation with the SVO) shall

have been obtained for each series of the Notes.

Section 4.9.          Changes

in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been

a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time

following the date of the most recent financial statements referred to in Schedule 5.5.

-3-

Section 4.10.         Funding

Instructions.

(a)            At

least five (5) Business Days prior to the date of the Closing, each Purchaser shall have received written wire transfer instructions

signed by a Responsible Officer on letterhead of the Company including (i) the name and address of the transferee bank, (ii) such

transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the relevant series of

Notes is to be deposited. Each Purchaser has the right, but not the obligation, upon written notice (which may be by email) to the Company,

to elect to deliver a micro deposit (less than $50.00) to the account identified in the written instructions no later than two (2) Business

Days prior to Closing. If a Purchaser delivers a micro deposit, a Responsible Officer must verbally verify the receipt and amount of the

micro deposit to such Purchaser on a telephone call initiated by such Purchaser prior to Closing. The Company shall not be obligated to

return the amount of the micro deposit, nor will the amount of the micro deposit be netted against the Purchaser’s purchase price

of the Notes.

(b)            At

least two (2) Business Days prior to the date of the Closing, if requested by a Purchaser, a Responsible Officer shall have confirmed

such written instructions in a live video conference call made available to the Purchasers.

Section 4.11.        Proceedings

and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents

and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and

its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser

or such special counsel may reasonably request.

Section 4.12.         Notice

of Closing Date. At least five (5) Business Days prior to the date of the Closing, each Purchaser shall have received written notice

(email being sufficient) signed by a Responsible Officer on the letterhead of the Company confirming the date of the Closing.

Section 5.            Representations

and Warranties of the Company.

The Company represents and

warrants to each Purchaser, as of the date of this Agreement and the Closing, that:

Section 5.1.          Organization;

Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction

of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification

is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own

or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact,

to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

-4-

Section 5.2.          Authorization,

Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this

Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the

Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable

bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally

and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3.           Disclosure.

The Company, through its agents, BofA Securities, Inc., U.S. Bancorp Investments, Inc., and Huntington Securities, Inc.,

has delivered to each Purchaser a copy of an Investor Presentation, dated September 2026 (the “Presentation”),

relating to the transactions contemplated hereby. This Agreement, the Presentation, the Form 10-Ks and Form 10-Qs that include

financial statements listed in Schedule 5.5 and the documents, certificates or other writings delivered to the Purchasers by or on

behalf of the Company prior to September 29, 2026, in connection with the transactions contemplated hereby and identified in Schedule 5.3

(this Agreement, the Presentation and such documents, certificates or other writings and such financial statements delivered to each Purchaser

being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement

of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances

under which they were made. Except as disclosed in the Disclosure Documents, since December 31, 2025, there has been no change in

the financial condition, operations, business or properties of the Company or any Subsidiary except changes that would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.4.          Organization

and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct

lists of (i) the Company’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization,

the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other

Subsidiary and whether such Subsidiary is a Subsidiary Guarantor, (ii) the Company’s Affiliates, other than Subsidiaries, and

(iii) the Company’s directors and officers.

(b)            All

of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by

the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary

free and clear of any Lien that is prohibited by this Agreement.

Subsidiary is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws

of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in

good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure

to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own

or hold under lease and to transact the business it transacts and proposes to transact.

-5-

(d)            No

Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4

and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out

of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of

capital stock or similar equity interests of such Subsidiary.

Section 5.5.          Financial

Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and

its Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the related schedules and notes)

fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates

specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and

have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto

(subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have

any Material liabilities that are not disclosed in the Disclosure Documents.

Section 5.6.          Compliance

with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company of this Agreement and the Notes will not

(i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property

of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter,

regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or

by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result

in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental

Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation

of any Governmental Authority applicable to the Company or any Subsidiary.

Section 5.7.          Governmental

Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority

is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.

Section 5.8.          Litigation;

Observance of Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge

of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any

court or before any arbitrator of any kind or before or by any Governmental Authority that would, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

(b)           Neither

the Company nor any Subsidiary is (i) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind

or any Governmental Authority or (ii) in violation of any applicable law, ordinance, rule or regulation of any Governmental

Authority (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16),

which violation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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Section 5.9.          Taxes.

The Company and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all

taxes shown to be due and payable on such returns and all other taxes and assessments payable by them, to the extent such taxes and assessments

have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which,

individually or in the aggregate, is not Material or (ii) the amount, applicability or validity of which is currently being contested

in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate

reserves in accordance with GAAP. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of U.S.

federal, state or other taxes for all fiscal periods are adequate. The U.S. federal income tax liabilities of the Company and its Subsidiaries

have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up

to and including the fiscal year ended December 31, 2016.

Section 5.10.        Title

to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material properties, including

all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired

by the Company or any Subsidiary after such date (except as sold or otherwise disposed of in the ordinary course of business), in each

case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that individually or in the aggregate

would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material

respects.

Section 5.11.        Licenses,

Permits, Etc. The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights,

proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material,

without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not have a

Material Adverse Effect.

Section 5.12.        Compliance

with Employee Benefit Plans. (a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance

with all applicable laws except for such instances of noncompliance as have not resulted in and could not, individually or in the aggregate,

reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability

pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined

in section 3 of ERISA), and no event, transaction or condition has occurred or exists that would, individually or in the aggregate,

reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of

any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or

IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or

section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities

or Liens as would not be individually or in the aggregate Material.

-7-

(b)           The

present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end

of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s

most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan as of such determination

date allocable to such benefit liabilities by more than the amount disclosed in Note 11 of the Company’s financial statements for

the year ended December 31, 2025. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA

and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under

section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(d)           The

expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance

with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to

continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

(e)           The

execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject

to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of

the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance

upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds to be used

to pay the purchase price of the Notes to be purchased by such Purchaser.

(f)            The

Company and its Subsidiaries do not have any Non-U.S. Plans.

Section 5.13.        Private

Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Notes or any similar Securities for sale

to, or solicited any offer to buy the Notes or any similar Securities from, or otherwise approached or negotiated in respect thereof with,

any Person other than the Purchasers and not more than fifty (50) other institutional Accredited Investors, each of which has been offered

the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that

would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act or to the registration

requirements of any Securities or blue sky laws of any applicable jurisdiction.

Section 5.14.        Use

of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes hereunder as described in the Presentation.

No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying

any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for

the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation

X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock

does not constitute more than 1% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not

have any present intention that margin stock will constitute more than 1% of the value of such assets. As used in this Section, the terms

“margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation

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Section 5.15.        Existing

Indebtedness. Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness

of the Company and its Subsidiaries as of December 31, 2025 (including descriptions of the obligors and obligees, principal amounts

outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts, interest

rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor

any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness

of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the

outstanding principal amount of which exceeds $15,000,000 that would permit (or that with notice or the lapse of time, or both, would

permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled

dates of payment.

(b)           Neither

the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness

of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational

document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except

as disclosed in Schedule 5.15.

Section 5.16.        Foreign

Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity (i) is a Blocked Person, (ii) has

been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that

have been imposed by the United Nations, Canada or the European Union.

(b)           Neither

the Company nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable

Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s knowledge, is under investigation

by any Governmental Authority for possible violation of any Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

part of the proceeds from the sale of the Notes hereunder:

(i)           constitutes

or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly

or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any

purpose that would cause any Purchaser to be in violation of any Economic Sanctions Laws or (C) otherwise in violation of any Economic

Sanctions Laws;

-9-

(ii)          will

be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws;

(iii)         will

be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial

counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation

of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d)           The

Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to

ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable Economic Sanctions Laws,

Anti-Money Laundering Laws and Anti-Corruption Laws.

Section 5.17.        Status

under Certain Statutes. Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940,

the Public Utility Holding Company Act of 2005, the ICC Termination Act of 1995, or the Federal Power Act.

Section 5.18.        Environmental

Matters. The Company and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental

Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses,

operations and properties, and as a result thereof the Company has reasonably concluded that such Environmental Laws and claims could

not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 6.            Representations

of the Purchasers.

Section 6.1.          Purchase

for Investment. Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate

accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution

thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s

or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if

registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances

where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

-10-

Section 6.2.          Source

of Funds. Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each

source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by

such Purchaser hereunder:

(a)           the

Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s

Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the

annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account

contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general

account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof

as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities

of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such

Purchaser’s state of domicile; or

(b)           the

Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which

the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or

to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance

of the separate account; or

Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective

investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to

this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially

owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d)           the

Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”))

managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM

Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets

of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of

the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total

client assets managed by such QPAM, the conditions of Part I(c), (g) and (k) of the QPAM Exemption are satisfied, neither

the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and

the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of

such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of

all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of

the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund,

have been disclosed to the Company in writing pursuant to this clause (d); or

-11-

(e)           the

Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”))

managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption),

the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling

or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a

10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose

assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f)            the

Source is a governmental plan; or

(g)           the

Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each

of which has been identified to the Company in writing pursuant to this clause (g); or

(h)           the

Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee

benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to

such terms in section 3 of ERISA.

Section 7.            Information

as to Company

Section 7.1.          Financial

and Business Information. The Company shall deliver to each Purchaser and each holder of a Note that is an Institutional Investor:

(a)           Quarterly

Statements — within 50 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable

to the filing of the Company’s Quarterly Report on Form 10-Q after taking into account any permitted extensions (the “Form 10-Q”)

with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial

statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements

are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each

quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate

copies of,

(i)             a

consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and

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(ii)            consolidated

statements of income and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters)

for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative

form the figures for the corresponding periods in the previous fiscal year or, in the case of balance sheet information, in comparative

form the figures for the prior year end, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial

statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position

of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments;

(b)           Annual

Statements — within 90 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable

to the filing of the Company’s Annual Report on Form 10-K after taking into account any permitted extensions (the “Form 10-K”)

with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial

statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements

are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each

fiscal year of the Company, duplicate copies of

(i)             a

consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and

(ii)            consolidated

statements of income, equity and cash flows of the Company and its Subsidiaries for such year,

setting forth in each case in comparative

form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion

thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to

the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion

shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported

upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants

in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit

provides a reasonable basis for such opinion in the circumstances;

and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice, proxy

statement or similar document sent by the Company or any Subsidiary (x) to its creditors under any Material Credit Facility (excluding

information sent to such creditors in the ordinary course of administration of a credit facility, such as information relating to pricing

and borrowing availability) or (y) to its public Securities holders generally, and (ii) each regular or periodic report, each

registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto

filed by the Company or any Subsidiary with the SEC;

-13-

(d)           Notice

of Default or Event of Default — promptly, and in any event within 5 days after a Responsible Officer becoming aware of the

existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the

Company is taking or proposes to take with respect thereto;

(e)           Employee

Benefits Matters — promptly, and in any event within 5 days after a Responsible Officer becoming aware of any of the following,

a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with

respect thereto:

(i)             with

respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which

notice thereof has not been waived pursuant to such regulations as in effect on the date hereof;

(ii)            the

taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of

ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate

of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan;

(iii)           any

event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to

Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition

of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or

such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing,

would reasonably be expected to have a Material Adverse Effect; or

(iv)          receipt

of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether

by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans; and

(f)            Resignation

or Replacement of Auditors — within 10 days following the date on which the Company’s auditors resign or the Company elects

to change auditors, as the case may be, notification thereof, together with such further information as the Required Holders may request;

and

(g)           Requested

Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial

condition, assets or properties of the Company or any of its Subsidiaries (including actual copies of the Company’s Form 10-Q

and Form 10-K) or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to

time may be reasonably requested by any Purchaser or any such holder of a Note.

-14-

Section 7.2.          Officer’s

Certificate. Each set of financial statements delivered to a Purchaser or a holder of a Note pursuant to Section 7.1(a) or

Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer:

(a)           Covenant

Compliance — setting forth the information from such financial statements that is required in order to establish whether the

Company was in compliance with the requirements of Section 10 during the quarterly or annual period covered by the financial statements

then being furnished (including with respect to each such provision that involves mathematical calculations, the information from such

financial statements that is required to perform such calculations) and detailed calculations of the maximum or minimum amount, ratio

or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage

then in existence. In the event that the Company or any Subsidiary has made an election to measure any financial liability using fair

value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 22.2) as

to the period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include

a reconciliation from GAAP with respect to such election;

(b)           Event

of Default — certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to

be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning

of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall

not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if

any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company shall

have taken or proposes to take with respect thereto; and

Guarantors — setting forth a list of all Subsidiaries that are Subsidiary Guarantors and certifying that each Subsidiary that

is required to be a Subsidiary Guarantor pursuant to Section 9.7 is a Subsidiary Guarantor, in each case, as of the date of such

certificate of Senior Financial Officer.

Section 7.3.          Visitation.

The Company shall permit the representatives of each Purchaser and each holder of a Note that is an Institutional Investor:

(a)           No

Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon reasonable

prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts

of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the

Company, which consent will not be unreasonably withheld) to visit the other offices

and properties of the Company and each Subsidiary, all at such

reasonable times and as often as may be reasonably requested in

writing; and

-15-

(b)           Default

— if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or

properties of the Company or any Subsidiary Guarantor, to examine all their respective books of account, records, reports and other

papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective

officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs,

finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

Section 7.4.          Electronic

Delivery. Financial statements, opinions of independent certified public accountants, other information and Officer’s Certificates

that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed

to have been delivered if the Company satisfies any of the following requirements with respect thereto:

(a)          such

financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying

the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser

or holder of a Note by email at the email address set forth in such Purchaser’s or holder’s Purchaser Schedule or as communicated

from time to time in a separate writing delivered to the Company;

(b)           the

Company shall have timely (taking into account any permitted extensions) filed such Form 10–Q or Form 10–K, satisfying

the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on EDGAR and shall have made such

form available on its home page on the internet, which is located at https://www.calwatergroup.com/investors/financials-filings-reports

as of the date of this Agreement and either (i) made the related Officer’s Certificate satisfying the requirements of Section 7.2

available on such home page or delivered such related Officer’s Certificate to each holder of a Note by email at the email

address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the

Company;

financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s

Certificate(s) satisfying the requirements of Section 7.2 and any other information required under

Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which

each Purchaser and each holder of Notes has free access; or

(d)           the

Company shall have timely (taking into account any permitted extensions) filed any of the items referred to in Section 7.1(c) with

the SEC on EDGAR and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar

website to which each Purchaser and each holder of Notes has free access;

-16-

provided however,

that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any

waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided

further, that in the case of any of clauses (b), (c) or (d), the Company shall have given each Purchaser and each holder

of a Note prior written notice, which may be by email or in accordance with Section 18, of such posting or filing in connection with

each delivery, provided further, that upon request of any Purchaser or holder to receive paper copies of such forms, financial

statements, other information and Officer’s Certificates or to receive them by email, the Company will promptly email them or deliver

such paper copies, as the case may be, to such Purchaser or holder.

Section 8.            Payment

and Prepayment of the Notes.

Section 8.1.          Maturity.

As provided therein, the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.

Section 8.2.          Optional

Prepayments with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from

time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in

the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment

date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under

this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment unless the Company and

the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such date (which shall be

a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such

holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect

to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole

Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth

the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate

of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Section 8.3.           Allocation

of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of

the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to

the respective unpaid principal amounts thereof not theretofore called for prepayment.

Section 8.4.          Maturity;

Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be

prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal

amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to

pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest

on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled

and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

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Section 8.5.          Purchase

of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly,

any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement

and the Notes or (b) pursuant to an offer to purchase made by the Company pro rata to the holders of all Notes at the time outstanding

upon the same terms and conditions (taking into account the differences in maturity and interest rate of the different Series of

Notes); provided any such offer shall provide each holder with sufficient information to enable it to make an informed decision

with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 33 1/3% of the

principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact

and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give

each such remaining holder at least three (3) Business Days from its receipt of such notice to accept such offer; provided,

at the time of such purchase or offer to purchase and immediately after giving effect thereto, no Default or Event of Default would exist.

The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant

to this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Section 8.6.          Make-Whole

Amount.

The term “Make-Whole

Amount” means, with respect to any Note of any Series, an amount equal to the excess, if any, of the Discounted Value of the

Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided

that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms

have the following meanings:

“Called

Principal” means, with respect to any Note of any Series, the principal of such Note that is to be prepaid pursuant to

Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“Discounted

Value” means, with respect to the Called Principal of any Note of any Series, the amount obtained by discounting all

Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with

respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic

basis as that on which interest on the Notes of such Series is payable) equal to the Reinvestment Yield with respect to such Called

Principal.

“Reinvestment

Yield” means, with respect to the Called Principal of any Note of any Series, the sum of (a) 0.50% plus (b) the

yield to maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business

Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or

such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run

U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called

Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining

Average Life, then such implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations to bond equivalent

yields in accordance with accepted financial practice and (ii) interpolating linearly between the “Ask Yields” Reported

for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and

greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall

be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

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If such yields are not Reported

or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield”

means, with respect to the Called Principal of any Note, the sum of (x) 0.50% plus (y) the yield to maturity implied by the

U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business

Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable

successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal

as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such

implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported

with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with

the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places

as appears in the interest rate of the applicable Note.

“Remaining

Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called

Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled

Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year comprised of twelve

30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal

and the scheduled due date of such Remaining Scheduled Payment.

“Remaining

Scheduled Payments” means, with respect to the Called Principal of any Note of any Series, all payments of such Called

Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such

Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest

payments are due to be made under the Notes of such Series, then the amount of the next succeeding scheduled interest payment will be

reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2

or Section 12.1.

“Settlement

Date” means, with respect to the Called Principal of any Note of any Series, the date on which such Called Principal

is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1,

as the context requires.

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Section 8.7.          Payments

Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, (x) except as set forth in

clause (y), any payment of interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding

Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business

Day; and (y) any payment of principal of or Make-Whole Amount on any Note (including principal due on the Maturity Date of such Note)

that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days

elapsed in the computation of interest payable on such next succeeding Business Day.

Section 8.8.          Change

of Control.

(a)            Notice

of Change of Control. The Company will, within five (5) Business Days after the occurrence of any Change of Control, give written

notice (the “Change of Control Notice”) of such Change of Control to each holder of Notes. Such Change of Control Notice

shall contain and constitute an offer to prepay the Notes as described in Section 8.8(b) hereof and shall contain the information

described in Section 8.8(e).

(b)           Offer

to Prepay Notes. The offer to prepay Notes shall be an offer to prepay, in accordance with and subject to this Section 8.8, all,

but not less than all, the Notes held by each holder on a date specified in such Change of Control Notice (the “Proposed Prepayment

Date”). Such Proposed Prepayment Date shall be not less than fifteen (15) days and not more than forty-five (45) days after

the date of such Change of Control Notice.

A holder of Notes may accept the offer to prepay made pursuant to this Section 8.8 by causing a written notice of such acceptance

to be delivered to the Company not later than fifteen (15) days after receipt by such holder of such Change of Control Notice. A

failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.8 within fifteen (15) days of receipt

of the Change of Control Notice shall be deemed to constitute a rejection of such offer by such holder.

(d)           Prepayment.

Prepayment of the Notes to be prepaid pursuant to this Section 8.8 shall be at 100% of the principal amount of such Notes, together

with interest on such Notes accrued to the date of prepayment, but without Make-Whole Amount or other premium. The prepayment shall be

made on the Proposed Prepayment Date.

(e)           Officer’s

Certificate. Each Change of Control Notice shall be executed by a Senior Financial Officer and shall specify: (i) the Proposed

Prepayment Date; (ii) that such offer is made pursuant to this Section 8.8; (iii) the principal amount of each Note offered

to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; (v) that

the conditions of this Section 8.8 have been fulfilled; and (vi) in reasonable detail, the nature and date or proposed date

of the Change of Control.

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Section 9.            Affirmative

Covenants.

From the date of this Agreement

until the Closing, and thereafter, so long as any of the Notes are outstanding, the Company covenants that:

Section 9.1.          Compliance

with Laws. Without limiting Section 10.4, the Company will, and will cause each of its Subsidiaries to, comply with all laws,

ordinances or governmental rules or regulations to which each of them is subject (including ERISA, Environmental Laws, the USA PATRIOT

Act and the other laws and regulations that are referred to in Section 5.16) and will obtain and maintain in effect all licenses,

certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to

the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances

or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises

and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.2.          Insurance.

The Company will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with

respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such

amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary

in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

Section 9.3.          Maintenance

of Properties. The Company will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept,

their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried

on in connection therewith may be properly conducted at all times, provided that this Section 9.3 shall not prevent the Company

or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in

the conduct of its business and the Company has concluded that such discontinuance would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

Section 9.4.          Payment

of Taxes. The Company will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction

and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges,

or levies payable by any of them, to the extent the same have become due and payable and before they have become delinquent, provided

that neither the Company nor any Subsidiary need pay any such tax, assessment, charge or levy if (i) the amount, applicability or

validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the

Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary

or (ii) the nonpayment of all such taxes, assessments, charges and levies would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

Section 9.5.          Corporate

Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force

and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence

of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company

and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force

and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

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Section 9.6.          Books

and Records. The Company will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity

in all material respects with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction

over the Company or such Subsidiary, as the case may be. The Company will, and will cause each of its Subsidiaries to, keep books, records

and accounts which, in reasonable detail, accurately reflect all transactions and dispositions of assets in all material respects. The

Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that their

respective books, records, and accounts accurately reflect all transactions and dispositions of assets as necessary to permit preparation

of financial statements in conformity with GAAP and the Company will, and will cause each of its Subsidiaries to, continue to maintain

such system.

Section 9.7.          Subsidiary

Guarantors. (a) The Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether

as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility under

which the Company is a borrower, issuer or otherwise obligated (excluding the guarantee provided by the Company in connection with the

Opco Credit Agreement), to concurrently therewith:

(i)            enter

into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on a joint

and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company

pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including all indemnities,

fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by

the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed,

observed or discharged by it (a “Subsidiary Guaranty”); and

(ii)           deliver

the following to each holder of a Note:

(A)          an

executed counterpart of such Subsidiary Guaranty;

(B)           a

certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such

Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6 and 5.7 of this Agreement (but with

respect to such Subsidiary and such Subsidiary Guaranty rather than the Company);

-22-

documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable,

good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and

delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and

(D)           an

opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary

Guaranty as the Required Holders may reasonably request.

(b)           At

the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty

under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary

Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other

document by the holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect

of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged

concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at

the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no

amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released

and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under

such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently

therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth

in clauses (i) through (iv).

If the Company fails to comply

with any provision of this Section 9 (subject to all grace and cure periods set forth in this Agreement) on or after the date of

this Agreement and prior to the Closing, then any of the Purchasers may elect not to purchase such Notes on the date of the Closing that

is specified in Section 3.

Section 10.          Negative

Covenants.

From the date of this Agreement

until the Closing, and thereafter, so long as any of the Notes are outstanding, the Company covenants that:

Section 10.1.        Transactions

with Affiliates. The Company will not, and will not permit any Subsidiary to, enter into directly or indirectly any Material transaction

or Material group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering

of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the

Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary

than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

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Section 10.2.        Merger,

Consolidation, Etc. The Company will not, and will not permit any Subsidiary to, merge, dissolve, liquidate, consolidate with or into

another Person (including by division), or Dispose of (whether in one transaction or in a series of transactions) all or substantially

all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

(a)           any

Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any

one or more other Subsidiaries, provided that when any Wholly-Owned Subsidiary is merging with another Subsidiary, the Wholly-Owned

Subsidiary shall be the continuing or surviving Person;

(b)           any

Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another

Subsidiary; provided that if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee must either

be the Company or a Wholly-Owned Subsidiary; and

long as no Default exists or would result therefrom, mergers consummated in connection with Permitted Acquisitions shall be permitted,

provided that in connection with any merger involving the Company or Opco, the Company or Opco, as applicable, shall be the continuing

or surviving Person.

Section 10.3.        Line

of Business. The Company will not and will not permit any Subsidiary to engage in any business if, as a result, the general nature

of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from

the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement

as described in the Presentation.

Section 10.4.        Economic

Sanctions, Etc. The Company will not, and will not permit any Controlled Entity to (a) become (including by virtue of being owned

or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage

in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Person if

such investment, dealing or transaction (i) would cause any Purchaser or any holder or any affiliate of such holder or Purchaser

to be in violation of, or subject to sanctions under, any law or regulation applicable to such holder or Purchaser or any affiliate of

either, or (ii) is prohibited by or subject to sanctions under Economic Sanctions Laws.

Section 10.5.        Liens.

The Company will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its property,

assets or revenues, whether now owned or hereafter acquired, other than the following (each, a “Permitted Lien”):

(a)           Liens

pursuant to any Note Document;

(b)           Liens

existing on the date hereof and listed on Schedule 5.15 and any renewals or extensions thereof, provided that (i) the

property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by

Section 10.7(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or

extension of the obligations secured or benefited thereby is permitted by Section 10.7(b);

-24-

for taxes not yet delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate

reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d)           landlords’,

carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary

course of business which are not delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted,

if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e)           pledges

or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social

security legislation, other than any Lien imposed by ERISA;

(f)           deposits

to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds,

performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g)           reversionary

rights, easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not

substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere

with the ordinary conduct of the business of the applicable Person;

(h)           Liens

securing judgments for the payment of money not constituting an Event of Default under Section 11(j);

(i)            rights

of setoff or bankers’ liens in favor of banks or other depository institutions whether arising by contract or operation of law,

incurred in the ordinary course of business;

(j)            Liens

securing Acquired Indebtedness permitted by Section 10.7(h); provided that such Liens do not (i) at any time encumber

any property other than the property acquired in connection with the corresponding Investment permitted by Section 10.6(g) (and

improvements, accessions and attachments thereto) and (ii) secure any Indebtedness other than Acquired Indebtedness existing immediately

prior to the time of acquisition of such property;

(k)           Liens

securing Indebtedness permitted by Section 10.7(e); provided that (i) such Liens do not at any time encumber any property

other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair

market value, whichever is lower, of the property being acquired on the date of acquisition;

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(l)            Liens

arising under leases, subleases, licenses and rights to use granted to third parties and not interfering in any material respect with

the ordinary conduct of the business of the Company or any of its Subsidiaries;

(m)          Liens

arising by operation of law in favor of issuers of letters of credit in the documents presented under a letter of credit;

(n)           assignments

of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any lease and Liens and rights

reserved in any lease for rent or for compliance with the terms of such lease;

(o)           Liens

on cash relating to escrows established for an adjustment in purchase price or liabilities or indemnities for Dispositions, to the extent

such Dispositions are permitted hereby and such Liens do not secure Consolidated Funded Indebtedness;

(p)           Liens

vested in lessors, licensors, franchisors or permittors for rent or other amounts to become due or for other obligations or acts to be

performed, the payment of which rent or other amounts or the performance of which other obligations or acts is required under leases,

subleases, licenses, franchises or permits, so long as the payment of such rent or other amounts or the performance of such other obligations

or acts is not delinquent or is being contested in good faith and by appropriate proceedings;

(q)           controls,

restrictions, obligations, duties or other burdens imposed by federal, state, municipal or other Law or orders of Governmental Authorities

upon real and personal property encumbered by the Mortgage Note Documents (the “Mortgaged Property”) or any part thereof

or the operation or use thereof or upon Opco with respect to such Mortgaged Property or any part thereof or the operation or use thereof

or with respect to any franchise, grant, license, permit or public purpose requirement, or any rights reserved to or otherwise vested

in Governmental Authorities to impose any such controls, restrictions, obligations, duties or other burdens;

(r)            rights

which Governmental Authorities may have by virtue of franchises, grants, licenses, permits or contracts, or by virtue of law, to purchase,

recapture or designate a purchaser of or order the sale of the Mortgaged Property or any part thereof, to terminate franchises, grants,

licenses, permits, contracts or other rights or to regulate the property and business of Opco; and any and all obligations of Opco correlative

to any such rights;

(s)           Liens

required by Law (i) as a condition to the transaction of any business or the exercise of any privilege or license, (ii) to enable

Opco to maintain self-insurance or to participate in any funds established to cover any insurance risks, (iii) in connection with

workers’ compensation, unemployment insurance, social security, any pension or welfare benefit plan or (iv) to share in the

privileges or benefits required for companies participating in one or more of the arrangements described in clauses (ii) and

(iii) above;

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(t)            Liens

on the Mortgaged Property or any part thereof which are granted by Opco to secure duties or public or statutory obligations or to secure,

or serve in lieu of, surety, stay or appeal bonds;

(u)           rights

reserved to or vested in others to take or receive any part of any coal, ore, gas, oil and other minerals, any timber or any electric

capacity or energy, gas, water, steam and any other products, developed, produced, manufactured, generated, purchased or otherwise acquired

by Opco or by others on property of Opco;

(v)           (i) rights

and interests of Persons other than Opco arising out of contracts, agreements and other instruments to which Opco is a party and which

relate to the common ownership or joint use of property; and (ii) all Liens on the interests of Persons other than Opco in property

owned in common by such Persons and Opco if and to the extent that the enforcement of such Liens would not adversely affect the interests

of Opco in such property in any material respect;

(w)          any

restrictions on assignment or requirements of any assignee to qualify as a permitted assignee or a public utility or public service corporation;

(x)           Liens

on the Mortgaged Property securing Indebtedness and other obligations under Mortgage Note Documents permitted by Section 10.7(n);

and

(y)           Liens

securing Indebtedness permitted by Section 10.7(p) provided, that notwithstanding the foregoing, the Company shall not, and

shall not permit any of its Subsidiaries to, secure pursuant to this Section 10.5(y) any Indebtedness outstanding under or pursuant

to any Material Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be

secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance

and in form, including an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be,

from counsel that is reasonably acceptable to the Required Holders.

Section 10.6.        Investments.

The Company will not, and will not permit any Subsidiary to, make any Investments, except:

(a)           Investments

held by the Company or such Subsidiary in the form of cash equivalents;

(b)           advances

to officers, directors and employees of the Company and Subsidiaries in an aggregate amount not to exceed $4,000,000 at any time outstanding,

for travel, entertainment, relocation and analogous ordinary business purposes;

of the Company in any Wholly-Owned Subsidiary and Investments of any Wholly-Owned Subsidiary in the Company or in another Wholly-Owned

Subsidiary;

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(d)           Investments

existing on the date hereof (other than those referred to in Section 10.6(c)) and set forth on Schedule 10.6;

(e)           Investments

consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in

the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account

debtors to the extent reasonably necessary in order to prevent or limit loss;

(f)            Guaranties

permitted by Section 10.7;

(g)           the

purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property of, any Person that, upon

the consummation thereof, will be wholly-owned directly by the Company or one or more of its Wholly-Owned Subsidiaries (including as a

result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 10.6(g):

(i)             the

board of directors (or other comparable governing body) of such Person shall have duly approved such purchase or other acquisition; and

(ii)            immediately

before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default or Event of Default shall have

occurred and be continuing;

(h)           Investments

arising in connection with Swap Contracts;

(i)            Investments

in respect of prepaid taxes and other expenses, negotiable instruments held for collection or lease, workers’ compensation, performance

and other similar deposits provided to third parties in the ordinary course of business;

(j)            Investments

constituting non-cash consideration received by the Company or any Subsidiary in connection with Dispositions permitted hereby; and

(k)           other

Investments, so long as no Default or Event of Default exists before or after giving effect to any such Investment.

Section 10.7.        Indebtedness.

The Company will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except:

(a)           Indebtedness

under this Agreement or any other Note Document;

(b)           Indebtedness

outstanding on the date hereof (exclusive of Indebtedness incurred pursuant to the Mortgage Note Documents) and listed on Schedule 5.15

and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not

increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other

reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing

commitments unutilized thereunder, (ii) the weighted average life of any such refinancing, refunding, renewing or extending Indebtedness

is greater than the weighted average life of any Indebtedness being refinanced, refunded, renewed or extended, (iii) the maturity

date of any such refinancing, refunding, renewing or extending Indebtedness is later than the maturity date of any Indebtedness being

refinanced, refunded, renewed or extended, (iv) the terms relating to subordination (if any) of any such refinancing, refunding,

renewing or extending Indebtedness are no less favorable in any material respect to the Company or the Purchasers than the subordination

terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended, and (v) the interest

rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest

rate (the conditions referred to in the preceding clauses (i) through and including (v) being referred to herein as the

“Refinancing Conditions”);

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of the Company or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Company or any Wholly-Owned Subsidiary

(other than Indebtedness of the Company incurred under Section 10.7(q) below);

(d)           obligations

(contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such

obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks

associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in

the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such

Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding

transactions to the defaulting party;

(e)           Indebtedness

in respect of Capital Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations

set forth in Section 10.5(k); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding

shall not exceed $40,000,000;

(f)            Indebtedness

under surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and

permitted by Section 10.5(f);

(g)           Indebtedness

created by endorsing negotiable instruments received in the ordinary course of business;

(h)           Indebtedness

of any Person acquired in connection with an Investment permitted by Section 10.6(g); provided that such Indebtedness (i) is

existing at the time such Person is acquired, and (ii) was not created in contemplation of such acquisition (such Indebtedness, “Acquired

Indebtedness”);

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(i)            contingent

liabilities granted in favor of title insurers in the ordinary course of business;

(j)            (i) Indebtedness

constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments in connection with Investments

permitted under Section 10.6 and Dispositions permitted under Section 10.8; and (ii) Indebtedness consisting of obligations

of the Company or any Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with

any Investment permitted under Section 10.6;

(k)           Indebtedness

of the Company or a Wholly-Owned Subsidiary thereof to the Company or another Wholly-Owned Subsidiary;

(l)            Indebtedness

from time to time outstanding under the Bank Credit Agreement and the Opco Credit Agreement;

(m)          Indebtedness

in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

(n)           Indebtedness

under Mortgage Note Documents (x) existing on the date hereof, (y) subject to the Refinancing Conditions, any refinancings that

do not increase the aggregate principal amount thereof except by an amount equal to a reasonable premium or other reasonable amount paid,

and fees and expenses reasonably incurred, in connection with such refinancing, and (z) otherwise incurred after the date of the

Closing from time to time so long as (i) immediately before and immediately after giving pro forma effect to the incurrence of any

such Indebtedness, (A) no Default or Event of Default shall have occurred and be continuing, and (B) the Company and its Subsidiaries

shall be in pro forma compliance with all of the covenants set forth in Section 10.10, such compliance to be determined on the basis

of the financial information most recently delivered to the Required Holders pursuant to Section 7.1(a) or (b) as though

such Indebtedness was incurred as of the last day of the four consecutive fiscal-quarter period covered thereby, and (ii) the Company

and/or applicable Subsidiary shall have received any necessary regulatory approvals for the incurrence of such Indebtedness;

(o)           (i) unsecured

Indebtedness incurred after the date of the Closing pursuant to Section 7.3(o) of the Opco Credit Agreement (as in effect on

the date of the Closing), and (ii) other unsecured Indebtedness incurred after the date of the Closing from time to time in an aggregate

principal amount not to exceed $200,000,000 in any fiscal year;

(p)           other

Indebtedness in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; and

(q)           other

unsecured Indebtedness of the Company so long as (A) immediately before and immediately after giving pro forma effect to the incurrence

of any such Indebtedness, (x) no Default or Event of Default shall have occurred and be continuing and (y) the Company and its

Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 10.10, such compliance to be determined

on the basis of the financial information most recently delivered to the Required Holders pursuant to Section 7.1(a) or (b) as

though such Indebtedness was incurred as of the last day of the four consecutive fiscal-quarter period covered thereby, and (B) such

Indebtedness is not guaranteed by any Subsidiary.

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Section 10.8.        Disposition.

The Company will not, and will not permit any Subsidiary to, make any Disposition, except:

(a)           Dispositions

of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b)           Dispositions

of inventory in the ordinary course of business;

as may be necessary in connection with remedial actions taken by the Company to remedy certain plans set forth on Schedule 10.8;

(d)           Dispositions

of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar

replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement

property;

(e)           Dispositions

of property by any Subsidiary to the Company or to a Wholly-Owned Subsidiary;

(f)            Dispositions

permitted by Section 10.2; and

(g)          other

Dispositions by the Company and its Subsidiaries; provided (i) no Default or Event of Default shall have occurred and be continuing

or would result therefrom, (ii) in the case of Dispositions by any Person that is a regulated utility, (x) the Company or applicable

Subsidiary has received certification from its engineering department or an appropriate outside engineering firm that the asset or assets

to be Disposed of (the “Subject Assets”) are no longer useful to the business of or of value to operation of such

regulated utility and has received any necessary regulatory approvals for such Disposition, and (y) the Subject Assets are transferred

by such regulated utility to the Company or a Subsidiary that is not a regulated utility for Disposition in a manner consistent with

past practice, and (iii) the net cash proceeds from such Disposition are reinvested in the businesses of the Company or its Subsidiaries

in a manner consistent with the laws of any applicable Governmental Authorities that have regulatory oversight of the Company or the

applicable Subsidiary;

provided, however,

that any Disposition pursuant to Section 10.8 (a), (b), and (c) shall be for fair market value.

-31-

Section 10.9.        Restricted

Payments. The Company will not, and will not permit any Subsidiary to, declare or make, directly or indirectly, any Restricted Payment,

or incur any obligation (contingent or otherwise) to do so, except that:

(a)           each

Subsidiary may make Restricted Payments to the Company and any other Person that owns an Equity Interest in such Subsidiary, ratably according

to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(b)           the

Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other

common Equity Interests of such Person;

Company and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the

substantially concurrent issue of new shares of its common stock or other common Equity Interests; and

(d)           so

long as no Default or Event of Default exists before or after giving effect thereto, the Company may (i) declare or pay cash dividends

to its stockholders and (ii) purchase, redeem or otherwise acquire Equity Interests issued by it.

Section 10.10.             Financial

Covenants. The Company shall not:

(a)           Total

Capitalization Ratio. Permit the Total Capitalization Ratio at any time to be greater than 66.7%.

(b)           Consolidated

Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Company to be

less than 3.00 to 1.00.

If the Company fails to comply

with any provision of Section 10 (subject to all grace and cure periods set forth in this Agreement) on or after the date of this

Agreement and prior to the Closing, then any of the Purchasers may elect not to purchase such Notes on the date of the Closing that is

specified in Section 3.

Section 11.          Events

of Default.

An “Event of Default”

shall exist if any of the following conditions or events shall occur and be continuing:

(a)           the

Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether

at maturity or at a date fixed for prepayment or by declaration or otherwise; or

-32-

(b)           the

Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or

Company defaults in the performance of or compliance with any term contained in Section 7.1(d) or Section 10; or

(d)           the

Company or any Subsidiary Guarantor defaults in the performance of or compliance with any term contained herein (other than those

referred to in Sections 11(a), (b) and (c)) or in any Subsidiary Guaranty and such default is not remedied within 30 days after

the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice

of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer

specifically to this Section 11(d)); or

(e)           (i) any

representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or any writing

furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the

date as of which made, or (ii) any representation or warranty made in writing by or on behalf of any Subsidiary Guarantor or by any

officer of such Subsidiary Guarantor in any Subsidiary Guaranty or any writing furnished in connection with such Subsidiary Guaranty proves

to have been false or incorrect in any material respect on the date as of which made; or

(f)            (i) The

Company or any Material Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration,

demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder) having an aggregate principal amount

(including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit

arrangement) of more than $15,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness

or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect

of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries

of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving

of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically

or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such

Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs an Event of Default (as defined

in the Opco Credit Agreement); or

(g)           the

Company, any Subsidiary Guarantor or any Material Subsidiary (i) is generally not paying, or admits in writing its inability to pay,

its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or

reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency,

reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors,

(iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with

respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate

action for the purpose of any of the foregoing; or

-33-

(h)           a

court or other Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company, any Subsidiary

Guarantor or any Material Subsidiary, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect

to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any

other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering

the dissolution, winding-up or liquidation of the Company, any Subsidiary Guarantor or of any Material Subsidiary, or any such petition

shall be filed against the Company, any Subsidiary Guarantor or of any Material Subsidiary and such petition shall not be dismissed within

60 days; or

(i)            any

event occurs with respect to the Company, any Subsidiary Guarantor or any Material Subsidiary which under the laws of any jurisdiction

is analogous to any of the events described in Section 11(g) or Section 11(h), provided that the applicable grace

period, if any, which shall apply shall be the one applicable to the relevant proceeding which most closely corresponds to the proceeding

described in Section 11(g) or Section 11(h); or

(j)            one

or more final judgments or orders for the payment of money aggregating in excess of $15,000,000 (or its equivalent in the relevant currency

of payment) (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), including

any such final order enforcing a binding arbitration decision, are rendered against one or more of the Company, any Subsidiary Guarantor

and Material Subsidiary and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal,

or are not discharged within 60 days after the expiration of such stay; or

(k)           if

(i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver

of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice

of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted

proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the

Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) there is any “amount of unfunded

benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under one or more Plans, determined in accordance

with Title IV of ERISA, (iv) the aggregate present value of accrued benefit liabilities under all funded Non-U.S. Plans exceeds

the aggregate current value of the assets of such Non-U.S. Plans allocable to such liabilities, (v) the Company or any ERISA Affiliate

shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise

tax provisions of the Code relating to employee benefit plans, (vi) the Company or any ERISA Affiliate withdraws from any Multiemployer

Plan, (vii) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare

benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder, (viii) the Company or any Subsidiary

fails to administer or maintain a Non-U.S. Plan in compliance with the requirements of any and all applicable laws, statutes, rules, regulations

or court orders or any Non-U.S. Plan is involuntarily terminated or wound up, or (ix) the Company or any Subsidiary becomes subject

to the imposition of a financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity

or otherwise) with respect to one or more Non-U.S. Plans; and any such event or events described in clauses (i) through (ix) above,

either individually or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect. As

used in this Section 11(k), the terms “employee benefit plan” and “employee welfare benefit plan” shall have

the respective meanings assigned to such terms in section 3 of ERISA; or

-34-

(l)            any

Subsidiary Guaranty shall cease to be in full force and effect, any Subsidiary Guarantor or any Person acting on behalf of any Subsidiary

Guarantor shall contest in any manner the validity, binding nature or enforceability of any Subsidiary Guaranty, or the obligations of

any Subsidiary Guarantor under any Subsidiary Guaranty are not or cease to be legal, valid, binding and enforceable in accordance with

the terms of such Subsidiary Guaranty.

Section 12.          Remedies

on Default, Etc.

Section 12.1.        Acceleration.

(a) If an Event of Default with respect to the Company described in Section 11(g), (h) or (i) (other than an Event

of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by

virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding

shall automatically become immediately due and payable.

(b)           If

any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices

to the Company, declare all the Notes then outstanding to be immediately due and payable.

any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at

the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare

all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due

and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid

principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including interest accrued thereon at the Default

Rate) and (y) the Make-Whole Amount determined in respect of such principal amount, shall all be immediately due and payable, in

each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges,

and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by

the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the

event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation

of such right under such circumstances.

-35-

Section 12.2.        Other

Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or

have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to

protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific

performance of any agreement contained herein or in any Note or Subsidiary Guaranty, or for an injunction against a violation of any of

the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

Section 12.3.        Rescission.

At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by

written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue

interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than

by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted

by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person

shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other

than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to

Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes.

No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair

any right consequent thereon.

Section 12.4.        No

Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising

any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No

right, power or remedy conferred by this Agreement, any Subsidiary Guaranty or any Note upon any holder thereof shall be exclusive of

any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.

Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such

further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this

Section 12, including reasonable attorneys’ fees, expenses and disbursements.

Section 13.     Registration;

Exchange; Substitution of Notes.

Section 13.1.        Registration

of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers of

Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of

one or more Notes shall be registered in such register. If any holder of one or more Notes is a nominee, then (a) the name and address

of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at

any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant

to this Agreement. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall

be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or

knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor,

a complete and correct copy of the names and addresses of all registered holders of Notes.

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Section 13.2.        Transfer

and Exchange of Notes. Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all

as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer

accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly

authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note

or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as

provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal

to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request

and shall be substantially in the form of Schedule 1-A and Schedule 1-B, respectively. Each such new Note shall be dated and bear

interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no

interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge

imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that

if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less

than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have

made the representation set forth in Section 6.2.

Section 13.3.        Replacement

of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii))

of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence

shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction

or mutilation), and

(a)           in

the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is

a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $100,000,000 or a Qualified Institutional

Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b)           in

the case of mutilation, upon surrender and cancellation thereof,

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within 10 Business Days thereafter, the Company

at its own expense shall execute and deliver, in lieu thereof, a new Note of the same Series, dated and bearing interest from the date

to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed

or mutilated Note if no interest shall have been paid thereon.

Section 14.     Payments

on Notes.

Section 14.1.        Place

of Payment. Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable

on the Notes shall be made in New York, New York at the principal office of Bank of America, N.A. in such jurisdiction. The Company may

at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either

the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 14.2.        Payment

by Wire Transfer. So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained

in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole

Amount, if any, interest and all other amounts becoming due hereunder by the method and at the address specified for such purpose below

such Purchaser’s name in the Purchaser Schedule, or by such other method or at such other address as such Purchaser shall have from

time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of

any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment

in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company

at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior

to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse

thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company

in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any

Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has

made the same agreement relating to such Note as the Purchasers have made in this Section 14.2.

Section 14.3.        FATCA

Information. By acceptance of any Note, the holder of such Note agrees that such holder will with reasonable promptness duly complete

and deliver to the Company, or to such other Person as may be reasonably requested by the Company, from time to time (a) in the case

of any such holder that is a United States Person, such holder’s United States tax identification number or other Forms reasonably

requested by the Company necessary to establish such holder’s status as a United States Person under FATCA and as may otherwise

be necessary for the Company to comply with its obligations under FATCA and (b) in the case of any such holder that is not a United

States Person, such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the Code)

and such additional documentation as may be necessary for the Company to comply with its obligations under FATCA and to determine that

such holder has complied with such holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from

any such payment made to such holder. Nothing in this Section 14.3 shall require any holder to provide information that is confidential

or proprietary to such holder unless the Company is required to obtain such information under FATCA and, in such event, the Company shall

treat any such information it receives as confidential.

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Section 15.     Expenses,

Etc.

Section 15.1.        Transaction

Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including

reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred

by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers

or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent

becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce

or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process

or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, or by reason of being

a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency

or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby

and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this

Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall

not exceed $5,000 for each Series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense

a Legal Entity Identifier (LEI).

The Company will pay, and

will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses,

if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the

Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note

to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability,

claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting

from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Section 15.2.        Certain

Taxes. The Company agrees to pay all stamp, documentary or similar taxes or fees which may be payable in respect of the execution

and delivery or the enforcement of this Agreement or any Subsidiary Guaranty or the execution and delivery (but not the transfer) or the

enforcement of any of the Notes in the United States or any other jurisdiction where the Company or any Subsidiary Guarantor has assets

or of any amendment of, or waiver or consent under or with respect to, this Agreement or any Subsidiary Guaranty or of any of the Notes,

and to pay any value added tax due and payable in respect of reimbursement of costs and expenses by the Company pursuant to this Section 15,

and will save each holder of a Note to the extent permitted by applicable law harmless against any loss or liability resulting from nonpayment

or delay in payment of any such tax or fee required to be paid by the Company hereunder.

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Section 15.3.        Survival.

The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment

or waiver of any provision of this Agreement, any Subsidiary Guaranty or the Notes, and the termination of this Agreement.

Section 16.     Survival

of Representations and Warranties; Entire Agreement.

All representations and warranties

contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of

any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note,

regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained

in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations

and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement, the Notes and any Subsidiary Guaranties

embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings

relating to the subject matter hereof.

Section 17.    Amendment

and Waiver.

Section 17.1.        Requirements.

This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively

or prospectively), only with the written consent of the Company and the Required Holders, except that:

(a)           no

amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as

to any Purchaser unless consented to by such Purchaser in writing; and

(b)           no

amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject

to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or

reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount,

(ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or

waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2, 11(a), 11(b), 12,

17 or 20.

Section 17.2.        Solicitation

of Holders of Notes.

(a)            Solicitation.

The Company will provide each Purchaser and each holder of a Note with sufficient information, sufficiently far in advance of the

date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment,

waiver or consent in respect of any of the provisions hereof or of the Notes or any Subsidiary Guaranty. The Company will deliver executed

or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 17 or any Subsidiary Guaranty to

each Purchaser and each holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent

or approval of, the requisite Purchasers and holders of Notes.

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(b)           Payment.

The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional

interest, fee or otherwise, or grant any security or provide other credit support, to any Purchaser or holder of a Note as consideration

for or as an inducement to the entering into by such Purchaser or holder of any waiver or amendment of any of the terms and provisions

hereof or of any Subsidiary Guaranty or any Note unless such remuneration is concurrently paid, or security is concurrently granted or

other credit support concurrently provided, on the same terms, ratably to each Purchaser and holder of a Note even if such holder did

not consent to such waiver or amendment.

in Contemplation of Transfer. Any consent given pursuant to this Section 17 or any Subsidiary Guaranty by a holder of a Note

that has transferred or has agreed to transfer its Note to (i) the Company, (ii) any Subsidiary or any other Affiliate or (iii) any

other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the Company

and/or any of its Affiliates, in each case in connection with such consent, shall be void and of no force or effect except solely as to

such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected

or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions)

shall be void and of no force or effect except solely as to such holder.

Section 17.3.        Binding

Effect, Etc. Any amendment or waiver consented to as provided in this Section 17 or any Subsidiary Guaranty applies equally to

all Purchasers and holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard

to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation,

covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of

dealing between the Company and any Purchaser or any holder of a Note and no delay in exercising any rights hereunder or under any Note

or Subsidiary Guaranty shall operate as a waiver of any rights of any Purchaser or any holder of such Note.

Section 17.4.        Notes

Held by Company, Etc. Solely for the purpose of determining whether the Purchasers and holders of the requisite percentage of the

aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this

Agreement, any Subsidiary Guaranty or the Notes, or have directed the taking of any action provided herein or in any Subsidiary Guaranty

or the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding,

Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

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Section 18.     Notices.

Except to the extent otherwise

provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by telecopy

if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges

prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by an internationally

recognized overnight delivery service (charges prepaid). Any such notice must be sent:

(i)            if

to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in the Purchaser Schedule,

or at such other address as such Purchaser or nominee shall have specified to the Company in writing,

(ii)           if

to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

(iii)          if

to the Company, to the Company at its address set forth at the beginning hereof to the attention of President, or at such other address

as the Company shall have specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed

given only when actually received.

Section 19.          Reproduction

of Documents.

This Agreement and all documents

relating thereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by

any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously

or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or

other similar process and such Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that, to the

extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative

proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular

course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent

that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

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Section 20.          Confidential

Information.

For the purposes of this Section 20,

“Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in

connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly

marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company

or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser

prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any

Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the

Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise

publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted

by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser

may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees, partners

and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its

auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially

in accordance with this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it transfers

or pledges or offers to transfer or pledge such Note or any part thereof or any participation therein and any beneficiary, agent, custodian

or trustee in connection therewith (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound

by this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed

prior to its receipt of such Confidential Information to hold the information confidential substantially in according with this Section 20)

and, in each case, any such Person shall have the same rights and obligations with respect to such Confidential Information as the Purchasers

have under with this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the

NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information

about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary

or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response

to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an

Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to

be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, this

Agreement or any Subsidiary Guaranty. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by

and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company

in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or

requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement

with the Company embodying this Section 20. Each Purchaser acknowledges that it is responsible for its own compliance with U.S. securities

laws as it relates to trading in Company securities while such Purchaser may be in possession of any material non-public information of

the Company obtained pursuant to this Agreement.

In the event that as a condition

to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or

otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether

through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this

Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall

supersede any such other confidentiality undertaking.

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Section 21.          Substitution

of Purchaser.

Each Purchaser shall have

the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute

Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which

notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement

to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the

representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than

in this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In the event that

such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original

Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference

to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed

to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the

rights of an original holder of the Notes under this Agreement.

Section 22.          Miscellaneous.

Section 22.1.        Successors

and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and

inure to the benefit of their respective successors and assigns (including any subsequent holder of a Note) whether so expressed or not,

except that, subject to Section 10.2, the Company may not assign or otherwise transfer any of its rights or obligations hereunder

or under the Notes without the prior written consent of each holder. Nothing in this Agreement, expressed or implied, shall be construed

to confer upon any Person (other than the parties hereto and their respective successors and assigns permitted hereby) any legal or equitable

right, remedy or claim under or by reason of this Agreement.

Section 22.2.        Accounting

Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to

them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement

shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. For purposes

of determining compliance with this Agreement (including Section 9, Section 10 and the definition of “Indebtedness”),

any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board

Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39

– Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination

shall be made as if such election had not been made.

If at any time any computation

of any financial ratio or requirement set forth in this Agreement would be affected solely by any change in GAAP and the Company or the

Required Holders shall so request, the Company and the Required Holders, shall negotiate in good faith to amend such ratio or requirement

to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended (i) such ratio or

requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide

to the holders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth

a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

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Section 22.3.        Severability.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective

to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or

unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision

in any other jurisdiction.

Section 22.4.        Construction,

Etc. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other

covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to

excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person

is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Defined

terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun

shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including”

shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have

the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference

to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document

as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications

set forth herein) and, for purposes of the Notes, shall also include any such notes issued in substitution therefor pursuant to

Section 13, (b) subject to Section 22.1, any reference herein to any Person shall be construed to include such Person’s

successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar

import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references

herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement, and (e) any reference

to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented

from time to time.

Section 22.5.        Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute

one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of

the parties hereto.

Section 22.6.        Governing

Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law

of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of

a jurisdiction other than such State.

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Section 22.7.        Jurisdiction

and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State

or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating

to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert,

by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that

it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim

that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b)           The

Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature

referred to in Section 22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal,

as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to

the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.

Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred

to in Section 22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar

form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 18 or

at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service

upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and

(ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery

to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal

Service or any reputable commercial delivery service.

(d)           Nothing

in this Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any

right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction

or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(e)            The

parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document

executed in connection herewith or therewith.

*   *   *   *   *

-46-

If you are in agreement with

the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement

shall become a binding agreement between you and the Company.

Very truly yours,

California Water Service Group

By:

/s/ Martin A. Kropelnicki

Name:

Martin A. Kropelnicki

Title:

Chairman, President and Chief Executive Officer

[Signature Page to Note Purchase Agreement]

This Agreement is hereby

accepted and agreed to as

of the date hereof.

*   *   *   *   *

[Signature Page to Note Purchase Agreement]

Defined

Terms

As used herein, the following

terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Accredited

Investor” means any Person who is an “accredited investor” within the meaning of such term as set forth in

Rule 501(a) under Regulation D to the Securities Act.

“Acquired

Indebtedness” has the meaning specified in Section 10.7(h).

“Affiliate”

means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls

or is Controlled by or is under common Control with the Person specified. Unless the context otherwise clearly requires, any reference

to an “Affiliate” is a reference to an Affiliate of the Company.

“Agreement”

means this Note Purchase Agreement, including all Schedules attached to this Agreement.

“Anti-Corruption

Laws” means any law or regulation in a U.S., Canadian or any non-U.S. or non-Canadian jurisdiction regarding bribery

or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act, the Corruption of Foreign Public Officials Act (Canada)

and the U.K. Bribery Act 2010.

“Anti-Money

Laundering Laws” means any law or regulation in a U.S., Canadian, or any non-U.S. or non-Canadian jurisdiction regarding

money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and

Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“Attributable

Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that

would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic

Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet

of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

“Bank

Credit Agreement” means the Credit Agreement dated as of March 31, 2023 amongst the Company, Bank of America, N.A.,

as administrative agent and the other lenders party thereto, including any renewals, extensions, amendments, supplements, restatements,

replacements (whether upon or after termination or otherwise) or refinancing thereof, including replacements or refinancings which are

done at a different level in the organization structure of the Company and its Subsidiaries.

“Blocked

Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons

published by OFAC, (b) a Canada Blocked Person, (c) a Person, entity, organization, country or regime that is blocked or a target

of sanctions that have been imposed under Economic Sanctions Laws, or (d) a Person that is an agent, department or instrumentality

of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization,

country or regime described in clause (a), (b), or (c).

Schedule

(to Note Purchase Agreement)

“Business

Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York or Toronto,

Canada are required or authorized to be closed.

“Canada Blocked Person” means

(i) a “terrorist group” as defined for the purposes of Part II.1 of the Criminal Code (Canada), as amended or (ii) a

Person identified in or pursuant to (w) Part II.1 of the Criminal Code (Canada), as amended or (x) the Proceeds of Crime

(Money Laundering) and Terrorist Financing Act, as amended or (y) the Justice for Victims of Corrupt Foreign Officials Act (Sergei

Magnitsky Law), as amended or (z) regulations or orders promulgated pursuant to the Special Economic Measures Act (Canada), as amended,

the United Nations Act (Canada), as amended, or the Freezing Assets of Corrupt Foreign Officials Act (Canada), as amended, in any case

pursuant to this clause (ii) as a Person in respect of whose property or benefit a holder of Notes would be prohibited from entering

into or facilitating a related financial transaction.

“Canadian Economic Sanctions Laws”

means those laws, including enabling legislation, orders-in-council or other regulations administered and enforced by Canada or a political

subdivision of Canada pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including

Part II.1 of the Criminal Code (Canada), as amended, the Special Economic Measures Act (Canada), as amended, the Proceeds of Crime

(Money Laundering) and Terrorist Financing Act, as amended, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky

Law), as amended, the United Nations Act (Canada), as amended, the Export and Import Permits Act (Canada), as amended, and the Freezing

Assets of Corrupt Foreign Officials Act (Canada), as amended, and including all regulations promulgated under any of the foregoing, or

any other similar sanctions program or action.

“Capital

Lease” means any lease of property, real or personal, which is required to be accounted for and classified as a finance or capital

lease in accordance with GAAP.

“Change

of Control” means an event or series of events by which:

(a)           any

“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange

Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity

as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3

and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of 25% or more of the equity securities of the Company entitled

to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account

all such securities that such person or group has the right to acquire pursuant to any option right); or

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(b)           the

Company owns less than 100% of the equity interests of Opco.

“Closing”

is defined in Section 3.

“Code”

means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder from time to time.

“Company”

is defined in the first paragraph of this Agreement.

“Confidential

Information” is defined in Section 20.

“Control”

means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,

whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling”

shall have meanings correlative to the foregoing.

“Controlled

Entity” means (a) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled

Affiliates and (b) if the Company has a parent company, such parent company and its Controlled Affiliates.

“Consolidated

EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated

Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated

Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Company and

its Subsidiaries for such period, (iii) depreciation and amortization expense for such period, (iv) other expenses or charges

of the Company and its Subsidiaries reducing such Consolidated Net Income for such period (including any non-cash stock-based compensation

expense recognized by the Company) which do not represent a cash item in such period or any future period, (v) transaction fees,

costs and expenses incurred in such period in connection with (1) the consummation of the transactions contemplated hereby, (2) the

issuance of additional mortgage notes pursuant to the Mortgage Note Documents (whether or not consummated), (3) any issuance of Equity

Interests by the Company (whether or not consummated), and (4) any Permitted Acquisition (whether or not consummated), (vi) the

amount of any reduction in such Consolidated Net Income in accordance with Accounting Standards Codification 805 as a result of an “earn-out”

or other similar purchase price adjustment in connection with a Permitted Acquisition prior to the actual cash payments of any such earn-out

or purchase price adjustment, minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal,

state, local and foreign income tax credits of the Company and its Subsidiaries for such period, and (ii) all non-cash gains and

non-cash items increasing Consolidated Net Income for such period, and minus (c) the amount of any cash payments in such period in

respect of earn-outs or other similar purchase price adjustments, without duplication of amounts already deducted in calculating Consolidated

Net Income for such period.

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“Consolidated

Funded Indebtedness” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the

sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations

hereunder) and the outstanding principal amount of all obligations evidenced by bonds, debentures, notes, loan agreements or other similar

instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under letters of credit (including standby

and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (but only, in the case of any obligations

under surety bonds or similar instruments, to the extent the obligations thereunder are non-contingent matured payment obligations), (d) all

obligations in respect of the deferred purchase price of property or services (other than (i) trade accounts payable and other similar

accrued liabilities incurred in the ordinary course of business, (ii) deferred compensation and (iii) earn-outs and other contingent

purchase price adjustments in respect of acquisitions except to the extent that the liability on account of such earn-out or purchase

price adjustment becomes due and payable pursuant to the terms thereof), (e) Attributable Indebtedness in respect of Capital Leases

and Synthetic Lease Obligations, (f) without duplication, all Guaranties with respect to outstanding Indebtedness of the types specified

in clauses (a) through (e) above of Persons other than the Company or any Subsidiary, and (g) all Indebtedness of

the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture

that is itself a corporation or limited liability company) in which the Company or a Subsidiary is a general partner or joint venturer,

unless such Indebtedness is expressly made non-recourse to the Company or such Subsidiary.

“Consolidated

Interest Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum

of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Company and its Subsidiaries in connection

with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the

extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Company and its Subsidiaries with

respect to such period under Capital Leases that is treated as interest in accordance with GAAP.

“Consolidated

Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period

of the four consecutive fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period.

“Consolidated

Net Income” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the net income of the

Company and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period determined in accordance with GAAP.

“Consolidated

Net Worth” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, consolidated

total assets (including leaseholds and leasehold improvements and reserves against assets) minus total liabilities, including but not

limited to accrued and undeferred income taxes as of that date determined in accordance with GAAP.

“Debtor

Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy,

assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief

Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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“Default”

means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,

would be an Event of Default.

“Default

Rate” means that rate of interest per annum that is the greater of (a) 2.00% above the rate of interest stated in

clause (a) of the first paragraph of the Notes of such Series or (b) 2.00% over the rate of interest publicly announced

by Bank of America, N.A. in New York, New York as its “base” or “prime” rate.

“Disclosure

Documents” is defined in Section 5.3.

“Disposition”

or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction

or any division) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse,

of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” shall

not include the issuance of Equity Interests by the Company.

“Economic Sanctions Laws” means

U.S. Economic Sanctions Laws or Canadian Economic Sanctions Laws.

“EDGAR”

means the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor SEC electronic filing system for such

purposes.

“Environmental

Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,

orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and

the protection of the environment or the release of any materials into the environment, including those related to Hazardous Materials.

“Equity

Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests

in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock

of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital

stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such

Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership,

member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests

are outstanding on any date of determination.

“ERISA”

means the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder from time to time

in effect.

“ERISA

Affiliate” means any trade or business (whether or not incorporated) under common control with the Company within the

meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions

relating to Section 412 of the Code).

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“Event

of Default” is defined in Section 11.

“Execution

Date” is defined in Section 3.

“FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively

comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and

any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or

practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection

with the implementation of the foregoing.

“Form 10-K”

is defined in Section 7.1(b).

“Form 10-Q”

is defined in Section 7.1(a).

“GAAP”

means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles

Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards

Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are

applicable to the circumstances as of the date of determination, consistently applied.

“Governmental

Authority” means the government of the United States of America or any other nation, or of any political subdivision

thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising

executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any

supra-national bodies such as the European Union or the European Central Bank).

“Governmental

Official” means any governmental official or employee, employee of any government-owned or government-controlled entity,

political party, any official of a political party, candidate for political office, official of any public international organization

or anyone else acting in an official capacity.

“Guaranty”

means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments

for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any

other Person in any manner, whether directly or indirectly, including obligations incurred through an agreement, contingent or otherwise,

by such Person:

(a)           to

purchase such indebtedness or obligation or any property constituting security therefor;

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(b)           to

advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working

capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available

funds for the purchase or payment of such indebtedness or obligation;

lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation

of the ability of any other Person to make payment of the indebtedness or obligation; or

(d)          otherwise

to assure the owner of such indebtedness or obligation against loss in respect thereof.

In any computation of the indebtedness or other

liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed

to be direct obligations of such obligor.

“Hazardous

Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other

pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon

gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“holder”

means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to

Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 12, 17.2 and 18 and

any related definitions in this Schedule A, “holder” shall mean the beneficial owner of such Note whose name and address

appears in such register.

“INHAM

Exemption” is defined in Section 6.2(e).

“Indebtedness”

means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities

in accordance with GAAP:

(a)           the

principal amount of all obligations of such Person for borrowed money and the principal amount of all obligations of such Person evidenced

by bonds, debentures, notes, loan agreements or other similar instruments;

(b)           all

direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances,

bank guaranties, surety bonds and similar instruments;

obligations of such Person under any Swap Contract;

(d)          all

obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable and other similar

accrued liabilities incurred in the ordinary course of business and deferred compensation);

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(e)           indebtedness

(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising

under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person

or is limited in recourse;

(f)            Capital

Leases and Synthetic Lease Obligations;

(g)           all

non-contingent mandatory payment obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect

of any Equity Interest in such Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary

liquidation preference plus accrued and unpaid dividends; and

(h)           all

Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the

Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself

a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is

expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be

the Swap Termination Value thereof as of such date. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall

be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Institutional

Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of

its affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings

and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer,

or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“Investment”

means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or

other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guaranty

or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including

any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guaranties Indebtedness

of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another

Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually

invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Lien”

means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,

priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever

(including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property,

and any financing lease having substantially the same economic effect as any of the foregoing).

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“Make-Whole

Amount” is defined in Section 8.6.

“Material”

means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries

taken as a whole.

“Material

Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets

or properties of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company to perform its obligations under

this Agreement and the Notes, (c) the ability of any Subsidiary Guarantor to perform its obligations under its Subsidiary Guaranty,

or (d) the validity or enforceability of this Agreement, the Notes or any Subsidiary Guaranty.

“Material

Credit Facility” means, as to the Company and its Subsidiaries,

(a)           the

Bank Credit Agreement; and

(b)          any

other agreement(s) creating or evidencing indebtedness for borrowed money entered into on or after the date of Closing by the Company

or any Subsidiary, or in respect of which the Company or any Subsidiary is an obligor or otherwise provides a guarantee or other credit

support (“Credit Facility”), in a principal amount outstanding or available for borrowing equal to or greater than

$100,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility

based on the exchange rate of such other currency); and if no Credit Facility or Credit Facilities equal or exceed such amounts, then

the largest Credit Facility shall be deemed to be a Material Credit Facility.

“Material

Subsidiary” means (a) each Subsidiary Guarantor and (b) each other Subsidiary that (i) has total assets

equal to or greater than five percent (5%) of total assets of the Company and its Subsidiaries (calculated on a consolidated basis as

of the most recent fiscal period for which financial statements are available), or (ii) has revenues equal to or greater than five

percent (5%) of the total revenues of the Company and its Subsidiaries (calculated on a consolidated basis for the most recent period

for which financial statements are available).

“Maturity

Date” is defined in the first paragraph of each Note.

“Mortgage

Note Documents” means (a) the Indenture dated as of April 1, 1928 between Opco and Los Angeles-First National Trust &

Savings Bank, as original Trustee (and currently U.S. Bank National Association, as the successor Trustee thereunder), (b) any and

all notes issued pursuant thereto, and (c) any purchase or exchange agreements executed in connection with either of the foregoing.

“Mortgaged

Property” has the meaning specified in Section 10.5(q).

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“Multiemployer

Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company

or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated

to make contributions.

“NAIC”

means the National Association of Insurance Commissioners.

“Notes”

is defined in Section 1.

“Note

Documents” means this Agreement, the Notes, any Subsidiary Guaranty and all other documents, instruments, or agreements hereafter

executed or delivered by or on behalf of any Note Party in connection with the Notes.

“Obligations”

means all advances to, and debts, liabilities, obligations, covenants and duties of, the Company or any Subsidiary arising under any Note

Document or otherwise with respect to any Note or Subsidiary Guaranty, in each case whether direct or indirect (including those acquired

by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue

after the commencement by or against any Company or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person

as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“OFAC”

means the Office of Foreign Assets Control of the United States Department of the Treasury.

“OFAC

Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A

list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

“Officer’s

Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities

extend to the subject matter of such certificate.

“Opco”

means California Water Service Company, a California corporation.

“Opco

Credit Agreement” means that certain Credit Agreement dated as of March 31, 2023, among Opco, Bank of America, as Administrative

Agent, Swing Line Lender and L/C Issuer and the lenders from time to time party thereto, including any renewals, extensions, amendments,

supplements, restatements, replacements (whether upon or after termination or otherwise) or refinancing thereof.

“PBGC”

means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Permitted

Acquisition” means any purchase or acquisition of Equity Interests or property permitted by Section 10.6(g).

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“Permitted

Lien” is defined in Section 10.5.

“Person”

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental

Authority or other entity.

“Plan” means any

“employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Company or any Subsidiary

or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, the Company or any ERISA Affiliate,

or any such Plan to which the Company or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Presentation”

is defined in Section 5.3.

“property”

or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible,

choate or inchoate.

“PTE”

is defined in Section 6.2(a).

“Purchaser”

or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Company and such

Purchaser’s successors and assigns (so long as any such assignment complies with Section 13.2), provided, however, that

any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the result of

a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of “Purchaser” of such Note

for the purposes of this Agreement upon such transfer.

“Purchaser

Schedule” means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice

and payment information.

“Qualified

Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such

term as set forth in Rule 144A(a)(1) under the Securities Act.

“QPAM

Exemption” is defined in Section 6.2(d).

“Related

Fund” means, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans,

and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such

investment advisor.

“Required

Holders” means at any time (a) prior to the Closing, the Purchasers, and (b) on or after the Closing, the holders

of at least 51% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

“Responsible

Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration

of the relevant portion of this Agreement.

“Restricted

Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital

stock or other Equity Interest of the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including

any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any

such capital stock or other Equity Interest, or on account of any return of capital to the Company’s stockholders, partners or members

(or the equivalent Person thereof).

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“SEC”

means the Securities and Exchange Commission of the United States of America.

“Securities”

or “Security” shall have the meaning specified in section 2(1) of the Securities Act.

“Securities

Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in

effect.

“Senior

Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company.

“Series”

means any Series of Notes issued pursuant to this Agreement.

“Series C

Notes” is defined in Section 1.

“Series D

Notes” is defined in Section 1.

“Source”

is defined in Section 6.2.

“State

Sanctions List” means a list that is adopted by any state Governmental Authority within the United States of America

or by any Governmental Authority within Canada pertaining to Persons that engage in investment or other commercial activities in Iran

or any other country that is a target of economic sanctions imposed under Economic Sanctions Laws.

“Subsidiary”

of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of

the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other

than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or

the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary

or Subsidiaries of the Company.

“Subsidiary Guarantor”

means each Subsidiary that has executed and delivered a Subsidiary Guaranty.

“Subsidiary Guaranty”

is defined in Section 9.7(a).

“Substitute

Purchaser” is defined in Section 21.

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“SVO”

means the Securities Valuation Office of the NAIC.

“Swap

Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate

transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price

or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward

foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate

swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including

any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement,

and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or

governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International

Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master

Agreement”), including any such obligations or liabilities under any Master Agreement. Notwithstanding anything to the contrary

in this definition, none of (a) any forward sale agreement in respect of shares of common stock of the Company entered into on terms

substantially of the type described under “Plan of Distribution” in the prospectus supplement dated May 14, 2025, as

amended or supplemented from time to time, (b) the Equity Distribution Agreement dated as of May 14, 2025, as amended, restated,

supplemented or otherwise modified from time to time, or (c) any obligation of the Company under either of the foregoing, whether

settled by physical delivery, cash settlement or net share settlement, constitutes a Swap Contract for purposes of this Agreement or any